TransDigm Announces Request to Amend Credit Facility, Possible Financing Transactions and Considers Paying Special Dividend

CLEVELAND, May 12, 2014 /PRNewswire/ — TransDigm Group Incorporated (NYSE: TDG) (“TransDigm”) today announced that it has requested amendments to its senior secured credit facilities in connection with considering whether to pay a special dividend.

TransDigm Inc. has requested that its senior lenders consent to amendments to its senior secured credit facilities to permit, among other things, a special dividend, to increase its existing senior secured term facility by $625 million, to change certain ratios in its existing senior secured credit facility and increase availability under its revolving credit facility to $400 million. In addition to the $625 million of new term loans, TransDigm Inc. may also seek to raise $2.35 billion of new subordinated debt. TransDigm Inc. may also utilize approximately $200 million of its trade receivables securitization facility.

TransDigm intends to use a portion of the proceeds from the aforementioned financing transactions to finance TransDigm Inc.’s previously announced offer to purchase any and all of its outstanding $1.6 billion aggregate principal amount of 7.75% Senior Subordinated Notes due 2018.

In addition, TransDigm is considering paying a cash dividend in the range of $900 million to $1.5 billion with a portion of the proceeds of the aforementioned financings and cash on hand. The specific timing and aggregate amount of the dividend, if any, has not been determined and there can be no assurance that such dividend will be declared and paid or that any potential related debt financing will be incurred. Whether to pay the dividend and the amount thereof are subject to consideration of various factors by TransDigm’s Board of Directors, including, among other things, TransDigm’s financial position, the availability of capital on favorable terms and liquidity and capacity post-dividend adequate to meet our likely range of acquisition and other business requirements.

In connection with the proposed amendments to its senior secured credit facilities, TransDigm will make a presentation to its lenders on Tuesday, May 13, 2014 (11 a.m. EDT start).